As filed with the Securities and Exchange Commission on April 29, 2005
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROGERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 06-0513860
(State of Incorporation) (I.R.S. Employer Identification Number)
One Technology Drive, P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
(Address of Principal Executive Offices)
ROGERS CORPORATION
2005 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
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Robert D. Wachob, President and Chief Executive Officer
Rogers Corporation
One Technology Drive
Rogers, Connecticut 06263-0188
(860) 774-9605
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee(2)
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Capital Stock 1,100,000 shares $34.70 $38,170,000 $4,493
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(1) Includes Capital Stock Purchase Rights issued pursuant to a Rights
Agreement dated as of February 27, 1997 between the Registrant and
Registrar and Transfer Company, as Rights Agent, as amended June 19,
1997, July 7, 1997, and April 10, 2000. Prior to the occurrence of
certain events, the Capital Stock Purchase Rights will not be evidenced
separately from the Capital Stock. This registration statement also
relates to such indeterminate number of additional shares of Capital
Stock as may be necessary to satisfy the antidilution provisions of the
employee benefit plan described herein or which may otherwise become
issuable under such plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction which results in an
increase in the number of outstanding shares of Capital Stock.
(2) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, the proposed maximum offering price per share and the maximum
aggregate offering price for the shares have been calculated solely for
the purpose of determining the amount of the registration fee based on
the average of the high and low prices of the Capital Stock on the New
York Stock Exchange on April 26, 2005.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
(a) The Registrant's latest Annual Report on Form 10-K, including
consolidated financial statements, together with the report of independent
registered public accounting firm thereon, with respect to the Registrant's
fiscal year ended January 2, 2005, filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act.
(b) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act since January 2, 2005.
(c) The description of the Registrant's Capital Stock contained in the
Registrant's Registration Statement on Form 10 filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws
allows a corporation to eliminate or limit the personal liability of a director
of a corporation to the corporation or its shareholders for monetary damages for
a breach of fiduciary duty as a director notwithstanding any provision of law
imposing such liability, except where the director breached his or her duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of an improper distribution or
obtained an improper personal benefit. The Registrant has included a similar
provision in its articles of organization.
Section 8.51(a) of Chapter 156D of the Massachusetts General Laws
provides that a corporation may indemnify its directors against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
reasonably incurred in connection with any litigation or other legal proceeding
brought against any director by virtue of his or her position as a director of
the corporation unless he or she is deemed to have not acted in good faith in
the reasonable belief that his or her action was in the best interests of the
corporation or was at least not opposed to the best interests of the
corporation, and, in the case of any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. As noted below, the Registrant
has provided for director indemnification in its bylaws and via contract.
Section 8.52 of Chapter 156D of the Massachusetts General Laws provides
that a corporation must indemnify a director who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
a party because he or she was a director of the corporation against reasonable
expenses incurred by him or her in connection with the proceeding.
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Section 8.56(a) of Chapter 156D of the Massachusetts General Laws
("Section 8.56") provides that a corporation may indemnify and advance expenses
to its officers to the same extent as its directors and, for officers that are
not directors, to the extent provided by (i) the articles of organization, (ii)
the bylaws, (iii) a vote of the board of directors or (iv) a contract. In all
instances, the extent to which a corporation provides indemnification to its
officers under Section 8.56 is optional. As noted below, the Registrant has
provided for officer indemnification in its bylaws and via contract.
The Registrant's amended and restated bylaws provide that, except as
limited by law or otherwise provided in the bylaws, each director or officer of
the Registrant shall be indemnified by the Registrant against liability incurred
in connection with a proceeding in which he or she is a party because he or she
is a director or officer if: (1)(i) he or she conducted himself or herself in
good faith, and (ii) he or she reasonably believed that his or her conduct was
in the best interests of the corporation or was at least not opposed to the best
interests of the corporation, and (iii) in the case of any criminal proceeding,
he or she had no reasonable cause to believe his or her conduct was unlawful; or
(2) he or she engaged in conduct for which liability has been eliminated by
Article 6 of the articles of organization. A director or officer's standard of
conduct with respect to an employee benefit plan for a purpose he or she
reasonably believed to be in the interests of the participants in, and the
beneficiaries of, the plan is conduct that was at least not opposed to the best
interests of the Registrant.
The Registrant will pay sums on account of indemnification in advance
of a final disposition of a proceeding upon receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the relevant standard of conduct or that the proceeding involves conduct for
which liability has been eliminated under the articles of organization and (b)
an undertaking by the director or officer to repay such sums if it is
subsequently established that he or she is not entitled to indemnification. The
determination of whether a director has met the relevant standard of conduct for
indemnification under the bylaws shall be made by (a) a majority vote of the
disinterested directors (if there are two or more), (b) special legal counsel or
(c) a vote of the shareholders (excluding the vote of any shares owned by or
voted under the control of a director who is not a disinterested director).
The bylaws do not limit the power of the board of directors to
authorize the purchase and maintenance of insurance on behalf of any director or
officer against any expense whether or not the Registrant would have the power
to indemnify such director or officer against such expense under the bylaws. The
Registrant maintains directors' and officers' liability insurance.
The Registrant has entered into indemnification agreements with its
directors and officers. The indemnification agreements require, among other
matters, that the Registrant indemnify its directors and officers to the fullest
extent provided by law and advance to directors and officers certain expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
4.1 Rights Agreement dated as of February 25, 1997, between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent,
as amended June 19, 1997, July 7, 1997, and April 10, 2000
(incorporated herein by reference, respectively, to Exhibit 1 to
the Registrant's registration statement on Form 8-A, dated March
24, 1997, and filed on March 25, 1997 (SEC File No. 001-04347);
Exhibits 2 and 3 to Amendment No. 1 to the Registrant's
registration statement on Form 8-A/A, dated and filed on July 21,
1997; and Exhibit 4.1 to the Registrant's current report on Form
8-K, dated April 10, 2000, and filed on May 16, 2000).
5.1 * Opinion of Goodwin Procter LLP.
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10.1 * Rogers Corporation 2005 Equity Compensation Plan
(the "2005 Plan").
10.2 * Form of Incentive Stock Option Agreement under the 2005 Plan.
10.3 * Form of Non-Qualified Stock Option Agreement (For Officers and
Employees, with vesting) under the 2005 Plan.
10.4 * Form of Non-Qualified Stock Option Agreement (For Officers and
Employees, without vesting) under the 2005 Plan.
10.5 * Form of Non-Qualified Stock Option Agreement (For Non-Employee
Directors) under the 2005 Plan.
10.6 * Form of Stock Appreciation Right Agreement under the 2005 Plan.
10.7 * Form of Restricted Stock Agreement under the 2005 Plan.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 * Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in signature page to this
registration statement).
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*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act
of 1933;
(ii) to reflect in such prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Glastonbury, the State of Connecticut, on this 28th
day of April, 2005.
ROGERS CORPORATION
By: /s/ Robert D. Wachob
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Robert D. Wachob
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul
B. Middleton and Robert M. Soffer his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her or in his or her name, place and stead, in any
and all capacities to sign any and all amendments or post-effective amendments
to this registration statement (or any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Robert D. Wachob President, Chief Executive Officer and Director April 28, 2005
------------------------------ (Principal Executive Officer)
Robert D. Wachob
/s/ Paul B. Middleton Corporate Controller and April 28, 2005
------------------------------ Acting Chief Financial Officer
Paul B. Middleton (Acting Principal Financial Officer and
Acting Principal Accounting Officer)
/s/ Leonard M. Baker Director April 28, 2005
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Leonard M. Baker
/s/ Walter E. Boomer Director April 28, 2005
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Walter E. Boomer
/s/ Edward L. Diefenthal Director April 28, 2005
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Edward L. Diefenthal
/s/ Gregory B. Howey Director April 28, 2005
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Gregory B. Howey
/s/ Leonard R. Jaskol Director April 28, 2005
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Leonard R. Jaskol
/s/ Eileen S. Kraus Director April 28, 2005
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Eileen S. Kraus
/s/ William E. Mitchell Director April 28, 2005
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William E. Mitchell
/s/ Robert G. Paul Director April 28, 2005
------------------------------
Robert G. Paul
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement dated as of February 25, 1997, between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent,
as amended June 19, 1997, July 7, 1997, and April 10, 2000
(incorporated herein by reference, respectively, to Exhibit 1 to
the Registrant's registration statement on Form 8-A, dated March
24, 1997, and filed on March 25, 1997 (SEC File No. 001-04347);
Exhibits 2 and 3 to Amendment No. 1 to the Registrant's
registration statement on Form 8-A/A, dated and filed on July 21,
1997; and Exhibit 4.1 to the Registrant's current report on Form
8-K, dated April 10, 2000, and filed on May 16, 2000).
5.1 * Opinion of Goodwin Procter LLP.
10.1 * Rogers Corporation 2005 Equity Compensation Plan
(the "2005 Plan").
10.2 * Form of Incentive Stock Option Agreement under the 2005 Plan.
10.3 * Form of Non-Qualified Stock Option Agreement (For Officers and
Employees, with vesting) under the 2005 Plan.
10.4 * Form of Non-Qualified Stock Option Agreement (For Officers and
Employees, without vesting) under the 2005 Plan.
10.5 * Form of Non-Qualified Stock Option Agreement (For Non-Employee
Directors) under the 2005 Plan.
10.6 * Form of Stock Appreciation Right Agreement under the 2005 Plan.
10.7 * Form of Restricted Stock Agreement under the 2005 Plan.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 * Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in signature page to this
registration statement).
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*Filed herewith